10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No.2 to Form 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2010

or

¨     Transitional Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

000-52327

(Commission file number)

AQUAMER MEDICAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	80-0664054
(State of incorporation)	(IRS Employer Identification Number)

8 Algonquian Drive

Natick, MA  01760

(Address of principal executive offices)

(508) 647-0041

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (Check one):

 Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨

 Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of May 15, 2010, there were 118,379,176 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None

Amendment No. 2 to the Quarterly Report on Form 10-Q

For the Quarter Ended March 31, 2010

Aquamer Medical Corp. is filing this Amendment No. 2 on Form 10-Q/A (this "Amendment") to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, which was originally filed on May 17, 2010 (the "Original Filing"). The purpose of the Amendment is (1) to indicate that the balance sheet included in the financial statements as of March 31, 2010 (and the notes to the financial statements) have been restated to account for the asset acquisition and formation of Aquamer Shipping Corp., (2) to reclassify “Goodwill” as “Amortizable Intangible Assets,” (3) to modify the Notes to Consolidated Financial Statements in order to eliminate all references to “Goodwill” and (4) to modify Item 4T - Controls and Procedures to conform with the requirements of Rule 13a-15(e) of the Exchange Act.  Except as expressly set forth in this Form 10-Q/A, Amendment No. 2, the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2010 has not been amended, updated or otherwise modified since Amendment No. 1.

FORWARD-LOOKING STATEMENTS

Certain statements made in this Amended Quarterly Report on Form 10-Q/A-1 are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Aquamer Medical Corp. (the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

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AQUAMER MEDICAL CORP.

FORM 10-Q

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4T	Controls and Procedures	21
PART II OTHER INFORMATION
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 6	Exhibits	23
SIGNATURES		23

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PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

AQUAMER MEDICAL CORP.

(a development stage company)

Consolidated Balance Sheets

	Restated March 31, 2010 (unaudited)			December 31, 2009
Assets
Current assets:
Cash	$	733		$	493
Total current assets		733			493
Property and equipment, net of accumulated depreciation, $6,900		2,500			-
Intangible assets
Patents (net)		43,750			45,000
Process technology		683,764			-
Consulting agreement		163,736			-
Total intangible assets		891,250			45,000
	$	894,483		$	45,493
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	169,219		$	149,519
Accrued expenses payable		124,767			123,100
Due to related parties		16,795			11,563
Note payable – ThermaFreeze Products Corporation.		100,000			-
Total current liabilities		410,781			284,182
Stockholders' deficiency
Preferred stock, 10,000,000 shares authorized, none issued		-			-
Common stock, $.0001 par value 200,000,000 shares authorized 104,729,176 shares, issued and outstanding (89,729,176 in 2009)		10,473			8,973
Additional paid-in capital		1,943,647			1,195,147
Deficit accumulated during development stage		(1,470,418	)		(1,442,809	)
Total stockholders' equity (deficiency)		483,702			(238,689	)
	$	894,483		$	45,493

See accompanying notes to consolidated financial statements.

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AQUAMER MEDICAL CORP.

(a development stage company)

Consolidated Statements of Operations 

							February 4,
							2000
							(inception)
	Three Months Ended						through
	March 31,			March 31,			March 31,
	2010			2010			2010
	(unaudited)			(unaudited)			(unaudited)
Revenue	$	-		$	-		$	-
Costs and expenses:
General and administrative		26,192			76,914			1,027,034
Research and development		-			-			276,645
Depreciation		-			-			6,900
Amortization of patent		1,250						1,250
Interest, net of interest income		167			450			(6,720	)
Impairment of  purchase commitment		-			-			145,000
Impairment of patent		-			-			45,000
Total costs and expenses		27,609			77,364			1,505,109
Loss before other income and income taxes		(27,609	)		(77,364	)		(1,505,109	)
Income from forgiveness of related party debt		-			-			34,691
Loss before income taxes		(27,609	)		(77,364	)		(1,470,418	)
Income taxes		-			-			-
Deficit accumulated during development stage	$	(27,609	)	$	(77,364	)	$	(1,470,418	)
Basic and diluted loss per share	$	(NIL	)	$	(NIL	)
Weighted average number of shares outstanding		91,395,843			54,004,176

See accompanying notes to consolidated financial statements.

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AQUAMER MEDICAL CORP.

(a development stage company)

Consolidated Statements of Cash Flows

	Three Months Ended March 31, 2010 (unaudited)			Three Months Ended March 31, 2009 (unaudited)			February 4, 2000 (inception) through March 31, 2010 (unaudited)
Cash flows from operating activities:
Deficit accumulated during development stage Adjustments to reconcile deficit accumulated during development stage to net cash used in operating activities:	$	(27,609	)	$	(77,364	)	$	(1,470,418	)
Depreciation		-			-			6,900
Impairment of patent		-						45000
Amortization of patent		1,250			-			11,250
Expenses paid by issuance of common stock		-			-			473,517
Change in operating assets and liabilities:
Decrease (increase) in prepaid expenses and other assets		-			-			(106,001	)
Increase in accounts payable and accrued expenses		21,367			77,050			499,245
Decrease in prepayments under supply agreement		-			-			140,000
Net cash used in operating activities		(4,992	)		(314	)		(400,507	)
Cash flows from investing activities:
Purchase of equipment		-			-			(6,900	)
Net cash used in investing activities		-			-			(6,900	)
Cash flows from financing activities:
Proceeds from issuance of common stock		-			-			52,050
Proceeds from issuance of preferred stock		-			-			175,000
Proceeds from issuance of secured convertible note		-			-			15,000
Repayment of loans to related parties		-			-			(73,500	)
Loans from former parent company		-			-			213,295
Repayment of related party loans		-			-			39,500
Loans to Bellacasa Productions, Inc.		-			-			(30,000	)
Loans from related parties		5,232						16,795
Net cash generated by financing activities		5,232			-			408,140
Change in cash		240			(314	)		733
Cash at beginning of period		493			397			-
Cash at end of period	$	733		$	83		$	733

See accompanying notes to consolidated financial statements.

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AQUAMER MEDICAL CORP.

(a development stage company)

Notes to Consolidated Financial Statements

March 31, 2010

(unaudited)

Note 1 - Organization

Aquamer Medical Corp. ("Aquamer" or the "Company") was formed as a Delaware corporation on February 4, 2000, for the purpose of developing medical products, using water-based tissue-bulking technology, for the fields of dermatology, gastroenterology and urology.

On January 26, 2005, pursuant to a stock purchase agreement and share exchange among Bellacasa Productions, Inc. ("Bellacasa"), Aquamer, and the shareholders of Aquamer, Bellacasa purchased all of the outstanding shares of Aquamer through the issuance of 28,504,148 shares of Bellacasa common stock directly to the Aquamer shareholders. Pursuant to the agreement, Aquamer became a wholly owned subsidiary of Bellacasa.

On March 5, 2007, the Company's parent, Bellacasa Productions, Inc., distributed all of the outstanding common stock of Aquamer to the shareholders of Bellacasa on a pro-rata basis, whereby Bellacasa shareholders received .7219996 shares of Aquamer common stock for each share of Bellacasa common stock held as of the record date, February 2, 2007. Bellacasa transferred all of its assets to Aquamer and contributed capital to Aquamer equivalent to the total of all sums owed by Aquamer to Bellacasa, which as of March 5, 2007 was approximately $183,000.

In March  2008, the Company acquired all patent rights for the Hydropatella Implant, which pertains to a patella (kneecap) made of a hydrogel, which can be implanted in a surgical procedure to replace the damaged natural patella of a subject or as part of a component system for a total knee replacement.

In March 2010, the Company's newly formed wholly-owned subsidiary, Aquamer Shipping Corp. purchased proprietary technology to enter the intermodal shipping liner business. 

Note 2 - Basis of Presentation

The interim financial statements include all adjustments, which, in the opinion of management, are necessary in order to make the financial statements not misleading. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements. The interim financial statements presented herein have been prepared by the Company in accordance with the accounting policies described in the Company's December 31, 2009 Annual Report on Form 10-K and should be read in conjunction with the Notes to Financial Statements which appear in that report.

The financial statements include the results of the Company's wholly owned subsidiary, Aquamer Shipping Corp., beginning March 22, 2009. All significant inter-company account balances and transactions between the Company and its corporate subsidiary have been eliminated in consolidation.

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The financial statements have been presented in a "development stage" format. Since inception, the primary activities of Aquamer have been research and development of medical products and equity fund raising activities. The Company has not commenced principal revenue producing activities.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to intangible assets, income taxes, insurance obligations and contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

In the opinion of management, the information furnished herein reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2010 and 2009. All such adjustments are of a normal recurring nature.

Note 3 - Impairment of Patents and Other Intangibles

The Company's policy requires a review of the carrying value of long-lived assets, including patents and other intangible assets, on an annual basis, or when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. In assessing the recoverability of long-lived assets, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flow, and marketplace data. There are inherent uncertainties related to these factors and management's judgment in applying these factors to the assessment of recoverability. Changes in economic and operating conditions impacting these assumptions could result in impairment in future periods

Note 4 - Patents

In March 2008, the Company acquired all rights, title and interest in the pending U.S. Patent for the Hydropatella Implant.  The invention, which is the subject of the Patent, relates to an improved patella (kneecap) with improved biocompatible properties such as high surface lubricity, reduced component-to-component wear, and drug delivery capabilities. The implant has reached technological feasibility and will be subject to extensive regulation by United States and foreign governmental authorities. In particular, medical devices are subject to rigorous preclinical, nonclinical and clinical testing and other approval requirements by the FDA in the United States under the Federal Food, Drug and Cosmetic Act. The patent rights were acquired for 10 million shares of the Company's common stock that were valued at $0.01 per share, or a total of $100,000.

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The Company determined as part of its annual review of carrying value as detailed above in Note 3 - Impairment of Patents and Other Intangibles that 50% of the net carrying value ($90,000) of the pending U.S. Patent for the Hydropatella Implant at December 31, 2009 was impaired and, correspondingly, took a charge of $45,000 to earnings for the year ended December 31, 2009.

The Company began amortizing its investment in pending patents, as of January 1, 2009, over an estimated economic life of ten years. The estimated economic life of the asset was deemed to be shorter than the statutory life. For the year ended December 31, 2009, amortization expense was $10,000 and for the three months ending March 31, 2010 amortization expense was $1,250.

Note 5 - Asset Acquisition and Formation of Aquamer Shipping Corp.

On March 21, 2010, the Company, through its wholly-owned subsidiary Aquamer Shipping Corp., consummated an asset acquisition in which it acquired certain technology related to the design and development of metalized liners potentially to be offered for sale in the intermodal shipping market. Pursuant to the terms of the Asset Purchase Agreement, the Company acquired an employment contract; all of the technology, manufacturing processes and marketing material; and a nominal amount of fixed assets associated with the product development for a purchase price consisting of a 120-day 6% promissory note in the principal amount of $100,000 and 15,000,000 shares of common stock of the Company.  The aggregate consideration for the transaction was $850,000.

            Consideration paid is summarized as follows:

Common stock issued- 15,000,000 shares valued at $0.05 per share	$	750,000
Promissory note		100,000
Total consideration	$	850,000

           Purchase price was allocated as follows:

Process technology	$	683,764
Consulting agreement		163,736
Fixed assets		2,500
Total assets acquired	$	850,000

Amortization and Depreciation of Acquired Assets

The acquired intangible assets, process technology and consulting agreement, listed in the table above, are scheduled to be amortized over a 30-month period to coincide with the term, including extensions, of the acquired consulting agreements.  Beginning April 1, 2010, the Company plans to charge $28,250 per month to amortization expense, with a corresponding offset to the intangible assets.

The acquired fixed assets will be depreciated over a three- year period, commencing at such time as the assets are placed in service.

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Note 6 - Related Party Transactions

Marshall Sterman - President and Chairman

For the period April 1, 2007 through December 31, 2007, the Company accrued $45,000 as compensation expense for Mr. Sterman's services as President and Chairman. As of December 31, 2007, a balance of $45,000 had been accrued but remained unpaid. In March 2008, the Company issued to Mr. Sterman 6,000,000 shares of its common stock, which were valued at $60,000 as payment of the accrued salary of $45,000 and additional salary of $15,000 through March 31, 2008. For the remainder of 2008, the Company accrued an additional $35,000, which was unpaid as of December 31, 2008 and March 31, 2009.  On April 13, 2009, the Company issued 7,000,000 shares of common stock, restricted as to transferability, in lieu of cash payment. The shares were valued at $0.005 per share. During the months of October and November 2009, a company related to Mr. Sterman provided consulting services for $45,000. As of March 31, 2010, the balance of $45,000 remains accrued and unpaid.

            Additionally in 2009 and 2010, a party related to Mr. Sterman made non-interest bearing temporary advances to the Company totaling $9,063, which remains unpaid as of March 31, 2010.

Steven Preiss - Research Coordinator and Former Director

           For the period April 1, 2007 through December 31, 2007, the Company accrued, as research and development expense, $45,000 for the services of Mr. Preiss as its research coordinator. Of the $45,000, which was accrued, $35,423 was applied as payment of a loan from the Company of $29,000 with accrued interest on that loan of $6,523. The balance of $9,477 remained accrued but unpaid as of December 31, 2007. In 2008, the Company accrued an additional $25,533 for the research services of Mr. Preiss, which resulted in a balance of $35,000 owed to Mr. Preiss on December 31, 2008 and March 31, 2009.  On April 13, 2009, the Company issued 7,000,000 shares of common stock, restricted as to transferability, in lieu of cash payment. The shares were valued at $0.005 per share.

           In April 2009, Mr. Preiss made a non-interest bearing temporary advance to the Company in the amount of $2,500, which remains unpaid as of March 31, 2010.

ThermaFreeze Products Corporation

In March 2010, ThermaFreeze Products Corporation ("ThermaFreeze") acquired 15,000,000 shares of the Company's common stock in exchange for certain technology related to the design and development of metalized liners potentially to be offered for sale by Aquamer Shipping Corp, a wholly owned subsidiary of the Company. As additional consideration, the Company issued a 120-day 6% promissory note in the principal amount of $100,000 to ThermaFreeze.

            The Company was billed by ThermaFreeze a total of $3,982 for employee expenses, rent and consulting expense for the month of March 2010. In addition the Company accrued $167 for interest on the note payable to ThermaFreeze.

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Note 7 - Stockholders' Equity

Capital Structure

Effective June 22, 2007, the Company's Certificate of Incorporation was amended to increase the authorized shares of $0.0001 par value common stock from 30 million shares to 200 million shares. The Company is also authorized to issue 10 million shares of preferred stock. As of March 31, 2010 and December 31, 2009, there were 104,729,176 and 89,729,176 shares of common stock issued and outstanding, respectively.  As of March 31, 2010 and December 31, 2009, no preferred shares had been issued.

Common Stock Issuances

           Issued for Assets

On March 22, 2010, pursuant to an Asset Purchase Agreement, described above in Note 5 - Asset Acquisition and Formation of Aquamer Shipping Corp., the Company issued 15,000,000 shares of its common stock to ThermaFreeze Products Corporation. The shares, which are restricted as to transferability, were valued at $750,000 or $0.05 per share, which represented the fair value at the date of issuance. The issuance of the shares was made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and the recipient represented to the Company that the shares were being acquired for investment purposes.

Note 8 - Going Concern

The Company's financial statements have been presented on a going concern basis, which contemplates the realization and the satisfaction of liabilities in the normal course of business.  The liquidity of the Company has been adversely affected by losses since inception of approximately $1,500,000, which raises substantial doubt about the Company's ability to continue as a going concern without additional capital contributions and/or achieving profitable operations. 

Management's plans are to raise additional capital either in the form of common stock or convertible securities to pursue the metalized liner business and continue research and development and conduct clinical trials to obtain necessary approvals to market its products and to acquire additional patents and licenses for medical and non-medical technologies. There can be no assurance, however, that the Company will be successful in accomplishing its objectives.

Note 9 - Subsequent Events

In April 2010, the Company issued a total of 10,900,000 shares of common stock to various individuals for services.  The issued shares, which are restricted as to transferability, were valued at $0.05 per share, which represented the fair value of the Company's common stock prior to issuance. All of the issuances were made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and were made without general solicitation or advertising. The recipients represented to the Company that the securities were being acquired for investment purposes.

In May 2010, the Company received $200,000 of aggregate proceeds from a private placement of 2,750,000 shares of the Company's common stock.  The Company issued 1,375,000 two-year warrants to purchase additional shares of common stock at an exercise price of $1.00 per share. The proceeds from the private placement will primarily be used to purchase equipment and inventory for the Company's subsidiary Aquamer Shipping Corp. Fees associated with this private placement were $18,125. The issuance of the shares and warrants, which are restricted as to transferability, was made in reliance on Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended.

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Note 10  - Restatement

The Company determined it had incorrectly accounted for its acquisition of certain acquired technology related to the design and development of metalized liners potentially to be offered for sale in the intermodal shipping market.  In the Original Filing, the assets were depicted as "Goodwill." Total Assets on the Balance Sheet remains unchanged, but the goodwill balance was reclassified to intangible assets Process Technology and Consulting Agreement. The effect of the reclassification is reflected on the balance sheet as follows:

	As Reported		Adjustment			As Restated
Goodwill	$	847,500		(847,500	)		-
Process Technology		-		683,764			683,764
Consulting Agreement		-		163,736			163,736

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

General

Aquamer, Medical Corp. ("we," "us," "our," the "Company", the "Registrant" or "Aquamer"), a Delaware corporation, was formed in February 2000 to operate as a medical device company focused on the development and commercialization of three injectable biocompatible products.  The products we are developing consist of a water-based polymer technology utilized as a tissue-bulking agent in the fields of dermatology (AquaDerm), urology/gynecology (AquaGen), and gastroenterology (AquaFlux).  Although we are a development stage company, our products are based on the results of several years of research and development, whereby we are now in the stage of preparing for, and executing on, clinical evaluation milestones. 

AquaDerm has received an Investigational Device Exemption ("IDE") from the U.S. Food and Drug Administration ("FDA") and is undergoing pilot clinical evaluation. This product is being developed for the potential treatment of deep wrinkles, facial scars and various cosmetic plastic surgery procedures such as lip augmentation.  AquaGen has been designed for use as a bulking agent in minimally invasive treatment of stress urinary incontinence, the most common form of urinary incontinence.  AquaFlux is being developed as a bulking agent in the minimally invasive treatment of chronic heartburn or gastroesophogeal reflux disease ("GERD").

           In January 2005, we were acquired by Bellacasa Productions, Inc. ("Bellacasa") in a transaction that was structured as a reverse takeover, whereby former shareholders of Aquamer obtained voting control over Bellacasa upon issuance of 28,504,148 shares of Bellacasa common stock, which represented approximately 78% of the total shares outstanding.  As a result, Aquamer became a wholly owned subsidiary of Bellacasa.

           In August 2006, Bellacasa determined that it was in its best interests to spin off its Aquamer subsidiary pursuant to a stock distribution. Effective March 5, 2007, Bellacasa completed the distribution of the stock of its then wholly owned subsidiary, Aquamer, Inc. to Bellacasa shareholders of record February 2, 2007.  The shares were distributed pro rata on the basis of .721996 shares of Aquamer stock for each share of Bellacasa stock owned on the record date. Fractional shares were rounded up to the next whole share.

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           In June 2007, we changed our corporate name from Aquamer, Inc. to Aquamer Medical Corp.

           In March 2008, we acquired all patent rights for the Hydropatella Implant, which pertains to a patella (kneecap) made of a hydrogel, which is durable and wear resistant that can be implanted in a surgical procedure to replace the damaged natural patella of a subject or as part of a component system for a total knee replacement.      

           In March 2010, through our newly formed wholly owned subsidiary, Aquamer Shipping Corp., we purchased the intellectual property and manufacturing process for the production of shipping liners to be marketed to the intermodal container shipping industry.

Business Overview

Aquamer Medical Corp. is focused on early stage innovative technology development. We seek technologies that are at the pre-market stage or have just entered the market. An integral part of our business plan is to evaluate and pursue innovative new technologies to bring under our corporate structure with the intention of creating subsidiary entities that generate sustainable revenue and earnings. 

           We are a clinical development stage company with a platform technology that builds on over ten years of scientific effort.  We intend our water-based injectable products to be utilized as a bulking agent in the respective fields of use. We believe that our products will have competitive advantages pertaining to increased maintenance of efficacy or tissue "bulking," safety, ease of injection and non-cumbersome operational management issues associated with shipping and storage.  Inherent in our technology is its biocompatibility, non-immunogenicity and lack of migration/absorption.  We seek to become a leading provider of minimally invasive injectable modalities for dermatology, urology, gastroenterology and orthopedic surgery.

Technology

           The bulking agent that comprises our initial products involves the use of a polymeric component from the poly-n-vinyl pyrrolidinone (PVP) family, which is recognized for its biocompatibility and extensive clinical use in other Class III (permanent implantable) medical devices.  PVP is a non-toxic, non-metabolized hydrogel that has been approved for use as a plasma volume expander, a plasma detoxifying agent, an orally-ingested diagnostic aid (complex of PVP and iodine), a component of soft contact lenses, a variety of dental applications, a filler for a permanent implantable urological device and as an excipient in the manufacturing of tablets containing a variety of drugs.  The dose of PVP used in our products is minimal; approximately 95% of the injected volume is water contained in the polymer matrix.

           The bulking agent that we have been using was created under two patents owned by Partners in Biomaterials Inc. ("PIB"), an independent third party based in California.  PIB granted us a license to the patents, which expired in May 2009 and will expire in July 2010. We have been seeking regulatory approval, so as to commercialize various products. In addition to entering into a patent license agreement with PIB, we also entered into a Product Supply Agreement with PIB, whereby PIB was to supply us with polymer products in accordance with an agreed upon procedure and established price. 

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           During the first quarter of 2008, PIB expressed to us that it would not deliver the committed product under the terms of our agreement and that it considered both the purchase commitment agreement and patent license agreement to no longer be in effect. We have discussed the possibility of a new agreement with PIB and plan to continue discussions with PIB to modify the terms of the agreements. There is no assurance that we will be able to renegotiate a new agreement with PIB. We have also been in discussions with alternate providers of a polymer product with chemical characteristics similar to the PIB materials. We believe, although there can be no assurance, that if necessary, we will be able to acquire rights to use an alternative product that offers both price acceptability and reliability of supply. As a consequence of the notification by PIB, the Company determined that as of December 31, 2007, the carrying value of the asset, Prepayments under product supply agreement, had been impaired and the value of the asset was reduced to $0, with a concurrent charge to Impairment Expense in the amount of $145,000.

Products in Development

We are developing the following products designed for use in orthopedic surgery, dermatology, urology, and gastroenterology:

           Orthopedic Surgery

We plan to exploit our recent acquisition of the patent rights to the Hydropatella Implant.

When, due to disease or injury, the surfaces of a knee joint become sufficiently disabling and painful (arthritic), these surfaces are commonly replaced using a surgical operation, either in whole or in part by prosthetic implants. A need exists for a patella (kneecap) component that provides greater wear resistance, yet has the capacity to sustain ambulatory tension with strength comparable to that of a healthy patella. A need also exists for a replacement patella that can be used to deliver a therapeutic agent to the knee.

The invention, which is the subject of the acquired patent rights, relates to an improved patella with improved biocompatible properties such as high surface lubricity, reduced component-to-component wear, and drug delivery capabilities.

The invention is based, in part, on the discovery that structural elements for joint replacement (e.g., a patella), can be made of a biocompatible material that absorbs an aqueous solution to form a hydrogel. The biocompatible hydrogel has improved structural and biomechanical properties without the problem of disintegrating under stress conditions. In particular, the invention pertains to a patella made of a hydrogel referred to as "hydropatella implant," which provides a durable, wear resistant patella that can be implanted in a surgical procedure to replace the damaged natural patella of a subject or as part of a component system for a total knee replacement.           

           Dermatology 

           AquaDerm is targeted at the long-term corrective effects of skin treatment.  AquaDerm addresses conditions of tissue atrophy due to aging, facial wrinkles and depressed scars, as well as soft tissue defects resulting from surgery and inflammatory skin diseases. PVP has infinite molecular weight as a base polymer matrix, which impedes absorption and migration of polymer substrate into the surrounding tissue, thus lengthening the cosmetic effect. Most other injectable materials are suspensions (leading to the absorption of suspension media and migration of suspended particles) or biological in nature (such as collagen, which the body digests). Our product will be injected into the affected areas and filled to the appropriate point, making the defect flush with the surrounding tissue, or in the case of lip augmentation "plumped" to the desired size. Most products in the facial aesthetics/dermatology market today have the common drawback of migration/absorption.  Animal trials and initial human clinical trials indicate longer-term maintenance of results for AquaDerm .

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           Urology

           AquaGen has been developed for use as a bulking agent in the minimally invasive treatment of stress urinary incontinence ("SUI"), the most common form of urinary incontinence.  AquaGen is injected into the urethra/bladder junction (urinary sphincter muscle), reinforcing the muscle tissues around the bladder neck, the "bulking" of the closure mechanism that prevents accidental urine leakage.

           SUI relates to the accidental or unintentional leakage of urine. It afflicts, worldwide, more than 25 million people, 85% of whom are female.  Incontinence is a significant health issue, with millions experiencing complications related to incontinence at some point in their lives.  More than half of all women will suffer from SUI during their lifetime. The "stress" in stress urinary incontinence is not associated with mental or emotional stress, but rather with increases in physical stress or pressures exerted on the body. One cause of stress incontinence is a condition called Intrinsic Sphincter Deficiency or ISD. This condition is present when the urinary sphincter (the muscle surrounding the urethra that controls urine flow) is not strong enough to close the bladder neck. This open bladder neck allows urine to leak out whenever there is an increase in intra-abdominal pressure.

           Gastroenterology

           AquaFlux has been designed for use as a bulking agent in the minimally invasive treatment of chronic heartburn or gastroesophageal reflux disease ("GERD").  AquaFlux is utilized as a bulking agent to strengthen and build the sphincter muscle at the base of the esophagus through a minimally invasive procedure, reinforcing and augmenting the closure mechanism that prevents reflux or gastric heartburn.

           GERD is a condition whereby gastric contents from the stomach rise into the esophagus, known as reflux. In a normal stomach, the sphincter at the bottom of the esophagus (lower esophageal sphincter, or LES) opens to let food pass into the stomach and then closes to prevent the gastric contents in the stomach from rising into the esophagus. When a patient suffers from GERD, the lower esophageal sphincter relaxes at random times, allowing gastric contents from the stomach to reflux into the esophagus.  Afflicting 7% to 10% of the U.S. adult population, GERD is different from regular heartburn in that it can have serious health consequences beyond the persistent burning pain of heartburn. It can lead to more serious medical problems such as difficulty swallowing (dysphagia), painful swallowing (odynophagia), narrowing of the esophagus (strictures), and Barrett's esophagus, believed to be a premalignant lesion. Chronic hoarseness or laryngitis, respiratory problems (e.g., coughing, wheezing, asthma, recurrent pneumonia), and non-cardiac chest pain are sometimes associated with GERD. GERD patients may need to sleep sitting up or avoid bending over to prevent fluids from coming up from the stomach.

Market Opportunity

Orthopedic Surgery

According to The Journal of Bone & Joint Surgery, Volume 89-A, Number 12, December 2007:

o The upward trends in the utilization of total hip and knee replacement between 1969 and 2003 detail the national need for these procedures.

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o The age and gender-adjusted incidence per 100,000 person-years significantly increased from 1971 to 2003, representing a greater than 400% increase in the incidence of total knee replacement (as compared with a 55% increase in total hip replacement during the same period).

o The incidence increased with the patient's age for total knee replacement, except in patients more than eighty years old.

o The largest percentage increase was in patients less than fifty years old.

o There was a significant increase in the proportion of total knee replacements performed for the treatment of osteoarthritis, from 51% during 1971-1975 to 92% in 2000- 2003.

o It is projected that the number of primary total knee replacements will increase from 450,400 to 3.48 million by 2030, compared with a growth in the number of primary total hip replacements from 208,600 to 572,100 during the same interval.

o The volume of revision total knee replacements is projected to grow from 38,300 in 2005 to 268,200 in 2030 (a 600% increase).

o The continued and rapid growth of utilization of total knee replacement reflects a trend that will require additional resources in the future.

o This dramatically increased demand for replacement procedures will require additional discussions regarding the distribution of economic resources; the allocation of surgeons, facilities and resources; and improved operative efficiency.

o Additionally, given the growth in the number of procedures in the younger, more active patients, implant longevity will require further enhancement.

           To date, devices currently used to correct patella injuries, total and unicompartmental knee replacement, typically use a patella component formed of a thermoplasit or elastomer, both of which can become liable and disintegrate under stress. Accordingly, a rapidly growing need exists for a patella component that provides greater wear resistance, yet has the capacity to sustain ambulatory tension with strength comparable to that of a healthy patella.

           Like any surgery, knee joint replacement carries certain life-threatening risks, such as infection, blood clots and complications from anesthesia. Infection is an ongoing risk for all people with joint replacements. Not only can it occur in the hospital, but it can happen years later if bacteria travel through the bloodstream to the replacement area. In the rare case that an infection spreads to the new joint and does not clear up with antibiotic treatment, the joint must be replaced. This usually requires two surgeries—one to remove the infected joint and another surgery later to insert the new joint. Between surgeries, the infection is treated with antibiotics. Therefore, a need also exists for a replacement patella that can be used as a vehicle to deliver a localized therapeutic agent, such as a pain relieving agent, antibiotic, anti-clotting agent, growth factor or anti-inflammatory. The hydrogel composition of the "hydropatella implant," is capable of meeting this need by eluting the therapeutic agent at a controlled rate or dose regimen over time.

Dermatology

           The market for aesthetic facial products has expanded at an estimated annual rate in excess of 35% since 2000. The range of products encompasses invasive and non-invasive treatment modalities to remedy aging and defective soft tissues of the face.  Products such as Botox® and collagen (Zyderm® and Zyplast®) are currently  "the gold standards" used by plastic surgeons and dermatologists in an office environment and now even by consumers under medical guidance (Botox® injections can be administered within a patient's home).  As the average age of the population increases, interest in skin rejuvenation and correction has increased.  More than 8.3 million surgical and non-surgical cosmetic procedures were performed in 2003, including rhytidectomy (facelift), liposuction, laser resurfacing, chemical peeling and soft tissue augmentation (American Society for Aesthetic Plastic Surgery). In addition, more than one million patients undergo surgery each year for skin cancer in the United States alone. Many of these lesions are resected from the face and necessitate reconstruction. As a result of the number of patients affected, there is great interest in filling substances for the skin for both cosmetic and reconstructive purposes.

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Urology

Urinary incontinence afflicts more than 25 million people worldwide, 85 percent of whom are female.  The condition may have negative emotional, social and hygienic consequences. The Agency for Health Policy and Research (AHCPR), a division of the Public Health Service, U.S. Department of Health and Human Services, estimates that urinary incontinence affects approximately 13 million people in the United States, of which 85% or 11 million are women. The same agency estimates the total cost (utilizing all management and curative approaches) of treating incontinence of all types in the United States as $15 billion.  Urethral bulking agents ("UBA") are currently recommended by AHCPR as first-line treatment for women with ISD who do not have coexisting urethral hypermobility. Male patients can also benefit from a urethral bulking agent procedure, which is recommended as a first-line surgical treatment for men with ISD, according to the Agency for Health Policy and Research. According to the American College of Surgeons, there are approximately 400,000 prostate surgeries performed each year in the United States, and up to 20% of these men develop incontinence following the procedure. Additionally, urinary incontinence can result in a substantial decrease in a person's quality of life, and it is often the main reason a family may move an elderly relative into nursing home care.  We expect the incidence of urinary incontinence will rise as the percentage of elderly people continues to increase.  The Agency for Healthcare Research and Quality ("AHRQ") reported that vesicoureteral reflux (VUR) is primarily a pediatric concern, with a prevalence estimated to be as high as 3% of the U.S. pediatric population. Approximately 15,000 surgical procedures are performed per year to address this VUR issue. Patients with VUR grades 1 through 4 in this population are candidates for minimally invasive surgery using a bulking agent. Globally, the use of a bulking agent to correct the VUR condition can reduce patient costs related to continued use of antibiotics for treatment of chronic urinary tract infections, which can lead to more serious related complications.

Gastroenterology

           There is a large market for the treatment of chronic heartburn or gastroesophogeal reflux disorder.  More than 60 million Americans suffer from heartburn symptoms at least once a month.  Roughly 25 million or 4% to 7% of Americans, suffer from reflux on a daily basis.  PPIs or Proton Pump Inhibitors are the current standard in treatment.

           While the market opportunities are attractive, potential investors must be aware additional funds will be required to carry out more clinical trials and seek regulatory approvals.

Intellectual Property

Hydropatella Implant Patent Rights

           On March 24, 2008, we purchased all rights, title and interest in the pending U.S. Patent for the Hydropatella Implant, identified as Attorney Docket No. 105554-2, which application was filed in the United States Patent and Trademark Office on September 30, 2005, as Application No. 60/722,277.

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Clinical Trials

We have received an approved Investigational Device Exemption ("IDE") from the FDA to conduct a pilot clinical trial study of the AquaDerm product. The study enrolled 20 patients at one site and all patients completed their follow-up per the protocol. No additional patients are expected to be enrolled at this site. Both our company and the principal study investigator concluded that the results of this feasibility study to date demonstrate the device is potentially both safe and efficacious, warranting further study under this IDE in a multi-center trial. Additional funds will be required to do more clinical trials and seek regulatory approval to market the product.

Government Regulation

           The potential production and marketing of our products and our ongoing research and development, pre-clinical testing and clinical trial activities are subject to extensive regulation and review by numerous governmental authorities both in the United States and abroad.   Delays in or rejection of FDA or other government entity approval of our products may also adversely affect our business.   AquaDerm has received an Investigational Device Exemption ("IDE") from the U.S. Food and Drug Administration ("FDA") and is undergoing pilot clinical evaluation. 

           Periodically, legislative or regulatory proposals are introduced that could alter the review and approval process relating to medical devices. It is possible that the FDA will issue additional regulations further restricting the sale of our present or proposed products. Any change in legislation or regulations that govern the review and approval process relating to our current and future products could make it more difficult and costly to obtain approval for new products, or to produce, market, and distribute existing products.

           If national healthcare reforms, or other legislation or regulations are passed that impose limits on the number or type of allowable medical products or restrict a physician's ability to select specific products used in patient procedures, such changes could have a material adverse effect on the demand for our products.

Research and Development

In 2009, we deferred our research and development expenses due to our lack of financial resources. If we are able to raise the necessary capital, we expect to substantially increase our expense for research and development in 2010 and 2011.

Aquamer Shipping Corp.

In March 2010 we formed a wholly owned subsidiary, Aquamer Shipping Corp. and purchased the intellectual property and manufacturing process for the production of unique and proprietary shipping liners to be marketed to the Intermodal shipping industry. The purchase price was 15 million restricted shares of our common stock and a 120-day, 6% note payable in the principal amount of $100,000.

The liners, called A1 Liner, are made of a proprietary formula of polyester, aluminum and polyethylene that cost effectively prevents the three main problems encountered in shipment of goods during transit; moisture, odors and temperature spikes, from penetrating through the membrane, resulting in the protection of goods while in intermodal containers.

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Shipping is one of the most international of the world’s industries, serving more than 90% of global trade and the transportation of goods.  Almost every manufactured product humans consume spends some time in a shipping container. Current data indicate that intermodal containers make over 200 million trips a year. Manufacturers, producers and insurers suffer over $4 billion in damages from moisture, odor transfer and temperature spikes annually. The A1 Liner was designed to protect the contents of containers from a significant portion of these damages.

Aquamer Shipping Corp. is in the process of procuring the machinery, equipment and raw materials necessary to produce the A1 Liner. We expect to begin production of the A1 Liner during the third quarter of 2010, at which time the product will be available for sale.

Additional Acquisitions of Intellectual Property

We are actively pursuing the acquisition of additional patents and licenses for promising and innovative technologies in medical and non-medical fields that have the potential to generate revenues in a relatively short time period. There is no assurance that we will able to complete the acquisition of any such intellectual property.

Employees

At present, we have three employees. We also utilize independent contractors and consultants from time to time to assist us with our compliance requirements.

RESULTS OF OPERATIONS

           The following discussion and analysis provides information, which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and related notes that appear elsewhere in this report.

           The financial statements included in this report are those of Aquamer Medical Corp. for all historical periods.

Three months ended March 31, 2010 and March 31, 2009 and since inception

           Sales - We did not have any sales during the three-month periods ended March 31, 2010 and March 31, 2009. Aquamer is a development stage company and has not had any revenue since its incorporation in February 2000.

           Costs and Expenses - - Total expenses for the three months ended March 31, 2010 were $27,609, compared to $77,364 in the three months ended March 31, 2009.

Expenses in the first quarter of 2010 consisted of professional fees, $23,000; employee expense, $2,208; amortization of patent, $1,250; interest expense, $167; and miscellaneous expenses, $924.

Expenses in the first quarter of 2009 consisted of consulting expense, $75,000, all of which was accrued and paid in stock in April 2009, in lieu of cash; audit expense, $1,000; interest expense, $450; and miscellaneous expenses, $914.

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Costs and expenses since inception, as a development stage enterprise, were $1,505,109. These costs and expenses consist of Aquamer's costs and expenses from its date of incorporation, February 4, 2000.

           Net Loss - Net loss, before taxes, for the three months ended March 31, 2010 was $27,609. Net loss before taxes, for the three months ended March 31, 2009 was $77,364.           

           We have not reduced our net loss, for the three months ended March 31, 2010 or for the three months ended March 31, 2009, by any tax benefit, consequently, for both periods, our net loss was the same before and after taxes.

Net loss per share for the three months ended March 31, 2010 was $NIL (less than $0.005) per share. Net loss per share for the three months ended March 31, 2009 was also $NIL.  Per share net losses for the first fiscal quarters of 2010 and 2009 were based on 91,395,843 and 54,004,176 weighted average common shares outstanding, respectively.

Since inception, our losses through March 31, 2010 totaled $1,470,418.

Liquidity and Capital Resources

As of March 31, 2010, our cash balance was $733.

            In May 2010, we received $200,000 of aggregate proceeds from a private placement of 2,750,000 shares of the Company's common stock and 1,375,000 two-year warrants to purchase additional shares of common stock at an exercise price of $1.00 per share. The proceeds from the private placement will primarily be used to purchase equipment and inventory for the Company's subsidiary Aquamer Shipping Corp. Fees associated with this private placement were $18,125.

As of March 31, 2010, our liabilities, all of which are current liabilities or due in less than one year, totaled approximately $411,000. The liabilities consist primarily of accounts payable for professional services of approximately $169,000; accrued expenses for officer's salary and professional and consulting services, approximately $125,000; advances from related parties, $17,000; and a 6% note payable to ThermaFreeze Products Corp. for $100,000. 

During 2010, we plan to actively operate Aquamer Shipping Corp,  and  in 2010 and 2011, we plan to initiate clinical trials for the Hydropatella Implant.and continue our research for dermatology,  stress urinary incontinence, and gastroesophageal reflux disease. Products.

We intend to meet our cash needs for the next 12 months by the sale of securities or borrowings. We need to raise additional capital in order to pursue our business plan, and the required additional financing may not be available on terms acceptable to us, or at all. No binding commitment for an investment of funds in our company has been made, and a number of factors beyond our control may make any future financings uncertain.  Although, we believe that becoming an independent public company and having our common stock trading on the OTC Bulletin Board, has enhanced our capital raising ability, there is no assurance that we will be able to sell our securities or borrow funds to pursue our business objectives. We will require the infusion of capital to sustain planned growth and continue the process for regulatory approval of the Aquamer products. Failure to raise enough capital to continue clinical trials and to adequately finance the operations of Aquamer Shipping Corp. may hold a significant risk to our shareholders.

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We are actively pursuing the acquisition of additional patents and licenses for promising and innovative technologies in medical and non-medical fields that have the potential to generate revenues in a relatively short time period. There is no assurance that we will able to complete the acquisition of any such intellectual property.

Ability to Continue as a Going Concern and Plan of Operation

          Our financial statements, which are included in this Form 10-Q, have been presented on a going concern basis, which contemplates the realization and the satisfaction of liabilities in the normal course of business.  Our liquidity has been adversely affected by losses of approximately $1,500,000 since Aquamer's incorporation date, February 4, 2000, which raises substantial doubt about our ability to continue as a going concern without additional capital contributions and/or achieving profitable operations.  Our management's plan includes raising additional capital either in the form of common stock or convertible securities, aggressively entering the metalized liner business, continuing our research and development efforts and conducting clinical trials to obtain the necessary approvals to market our products, and to acquire additional patents and licenses in both medical and non-medical fields. There can be no assurance, however, that we will be successful in accomplishing our objectives

Capital Expenditures

In the year ended December 31, 2009, we did not make any capital expenditures. We expect to make capital expenditures in 2010 of approximately $200,000 for production equipment for our newly formed Aquamer Shipping subsidiary.

Acquisitions

We are reviewing various opportunities to acquire technology assets to add to our intellectual property portfolio. There is no assurance that we will be successful in completing an acquisition or that we will able to commercialize our acquisitions.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4T - Controls and Procedures

           Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2010. This evaluation was accomplished under the supervision and with the participation of our current chief executive officer and principal executive officer and our current chief financial officer and principal accounting officer who concluded that as of the end of the period covered by this report our disclosure controls and procedures are not effective.

As of the date of this report, for the period covered by this report, both the Principle executive officer and principal accounting officer have identified the following material weaknesses in our internal controls:

· Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.

· Lack of sufficient accounting staff to ensure timely recording, processing and reporting of financial information necessary to allow timely decisions regarding required disclosures.

· Lack of sufficient written policies and procedures.

Consequently, we lack sufficient internal technical expertise and procedures to ensure that significant non-routine transactions, accounting estimates, and other adjustments were appropriately reviewed, analyzed and monitored by competent accounting staff on a timely basis.

In order to remedy our existing internal control deficiencies, as soon as our finances permit, we will hire a full-time Chief Financial Officer who will be sufficiently versed in public company accounting to implement appropriate procedures for timely and accurate disclosures.

Because of the inherent limitations in all disclosure control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, disclosure controls can be circumvented by the individual acts of some persons, by collusion of two or more people and/or by management override of such controls. The design of any system of disclosure controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, disclosure controls and procedures may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Also, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

We have not yet made any changes in our internal control over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As previously reported in our April 15, 2010 Form 10-K filing, we issued, on March 22, 2010, pursuant to an Asset Purchase Agreement, 15,000,000 shares of our common stock to ThermaFreeze Products Corp. The shares, which are restricted as to transferability, were valued at $750,000 or $0.05 per share, which represented the fair value at the date of issuance. The issuance of the shares was made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and the recipient represented to us that the shares were being acquired for investment purposes.

In April 2010, we issued a total of 10,900,000 shares of common stock to various individuals for services.  The issued shares, which are restricted as to transferability, were valued at $0.05 per share, which represented the fair value of the Company's common stock prior to issuance. All of the issuances were made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and were made without general solicitation or advertising. The recipients represented to the Company that the securities were being acquired for investment purposes.

In May 2010, we received $200,000 of aggregate proceeds from a private placement of 2,750,000 shares of our common stock and 1,375,000 two-year warrants to purchase additional shares of common stock at an exercise price of $1.00 per share. The proceeds from the private placement will primarily be used to purchase equipment and inventory for our Aquamer Shipping Corp. subsidiary. Fees associated with this private placement were $18,125. The issuance of the shares and warrants, which are restricted as to transferability, was made in reliance on Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended

ITEM 6 – EXHIBITS

Exhibit 31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Aquamer Medical Corp.
	(Registrant)
By:	/s/ Edwin A. Reilly
	Edwin A. Reilly President and Chief Executive Officer

Date: November 24, 2010

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EX-31.1

 Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

  PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edwin A. Reilly, certify that:

1. I have reviewed this Amendment No. 2 to the quarterly report on Form 10-Q/A of Aquamer Medical Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

           (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

           (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

           (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

           (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter of the annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

           (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

           (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 24, 2010

/s/ Edwin A. Reilly

Edwin A. Reilly

Chief Executive Officer (Principal

Executive Officer)

EX-31.2

 Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Shanahan, certify that:

1. I have reviewed this Amendment No. 2 to the quarterly report on Form 10-Q/A of Aquamer Medical Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

           (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

           (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

           (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

           (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter of the annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

           (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

           (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 24, 2010

/s/ James A. Shanahan

James A. Shanahan

Chief Financial Officer

 (Principal Financial Officer and

 Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

           In connection with the Quarterly Report of Aquamer Medical Corp. (the "Company") on Form 10-Q/A for the quarter ending March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Edwin A. Reilly, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 24, 2010

/s/ Edwin A. Reilly

Edwin A. Reilly, Chief Executive

Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

           In connection with the Quarterly Report of Aquamer Medical Corp. (the "Company") on Form 10-Q/A for the quarter ending March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James A. Shanahan, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 24, 2010

/s/ James A. Shanahan

James A. Shanahan

Chief Financial Officer

 (Principal Financial Officer and

Principal Accounting Officer)